


Downside-Up

by xikra1648



Category: Marvel Cinematic Universe, The Avengers (Marvel Movies), The Avengers (Marvel) - All Media Types
Genre: Action, Drama, Eventual Smut, F/M, Love Triangles, Other Additional Tags to Be Added, Past Abuse, Past Torture, Recreational Drug Use, Romance, Undecided Relationship(s), Violence, don't use drugs kids
Language: English
Status: In-Progress
Published: 2016-10-28
Updated: 2016-11-03
Packaged: 2018-08-27 12:00:09
Rating: Explicit
Warnings: Graphic Depictions Of Violence
Chapters: 5
Words: 5,955
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8400889
Author URL: https://archiveofourown.org/users/xikra1648/pseuds/xikra1648
Summary: 'Daddy Issues' didn't even begin to cover Max's issues, partly because the man she thought was her dad turned out to be the man that killed her dad-long story.  Max was never sure about where she stood, where she belonged, being raised in Hydra and working for S.H.I.E.L.D., being an Avenger.  Max had no idea where or what she was supposed to be.  So, she made a decision that tore down Hydra and S.H.I.E.L.D. all at once before disappearing.  Then, the one time her curiosity gets the best of her and she can't distract herself with the party around her, Steve Rogers and new Avenger Bucky Barnes drag her back to the Avengers Tower and wouldn't let her go until they knew the whole truth, and likely not even then.It wouldn't be long until they found out that her life was so screwed up, the only way to describe it was downside-up.





	1. Ding Dong The Snitch Is Gone

**Author's Note:**

> Whoo new story when I should be focusing on homework and all of the other stories I've got. Whoo! For those of you who have read 'Say Something,' just a heads up that Max is a very different character from Esmeralda. She's got the same sass and balls but unlike Essie, Max still very different and very immature in some ways and a lot more mature in other ways.
> 
> Hope you like it!

# Chapter One

### Ding Dong The Snitch Is Gone

The heat of the alcohol and the other dancing bodies in the club mixed with the cooling tingle running through her veins. The thump, thump, thump of the base shook her to her core and she was likely the only one that could see in the violet tinted darkness of the club. She needed this, this euphoric feeling, especially after everything she had just done.

_“You said you wanted to meet in private,” Fury looked at the Gifted agent angrily. The girl had been nothing but trouble since she was first recruited, and it didn’t matter that her own father was the Secretary of Defense or that she was an Avenger. She would rather run off and party than work and now here she was demanding to meet in private, in the middle of nowhere in the snow covered wild lands of Canada._

_“Catch,” she said as she tossed a USB to the one-eyed director. He caught it and gave her a questioning look._

_“Don’t say I never did anything for S.H.I.E.L.D.,” she said before disappearing._

She made her way through the crowd on the dance floor, ordered another drink and tossed it down before ordering another one and tossing it back. It was only a matter of time until agents from both S.H.I.E.L.D. and Hydra came to get her, she had just spilled Hydra’s secret existence and whatever plans she could get her hands on to Fury. Her phone was buzzing in the back pocket of her skinny jeans and she pulled it out and gave it a look.

_Incoming call: Natasha Romanov_

_Accept Ignore_

She ignored it before calling to the bartender, “Give me a hit.”

The bartender nodded before grabbing a small Ziploc bag and tossing it to the girl. She snatched the two small deep blue gel capsules from the bag and swallowed them dry as she made her way back to the dance floor, relishing in the cold sparks that flowed through her body as a result of the pills.

She dropped her phone on the way there and melded back into the crowd on the dance floor.

The next day agent Natasha Romanov entered the club during their closed hours, looking for the Gifted agent. The only thing she found was the shattered pieces of the agent’s phone.

She was gone.

Max was gone and nobody knew where to start looking for her.


	2. The Party's Over...For Now

**Summary for the Chapter:**

> After years on the run, party-hopping across the globe, Max comes across something her curiosity won't let her ignore. Had she known that it would lead to being dragged back to the Avengers for answers she didn't want to give them.
> 
> To be fair, she didn't have all of the answers herself.

# Chapter Two

### The Party's Over...For Now

As the years continued, as S.H.I.E.L.D. fell, the Avengers made their home in Avengers Tower, and old members left while new members joined, the girl that had started the domino effect of change remained lost. Max planned on staying that way too, never staying in one place too long as she travelled the globe twice over. She was raised in Hydra and worked for S.H.I.E.L.D., she knew their tactics and she knew how to avoid detection as she hopped from one party to another.

Max had been to Full Moon Party in Thailand; an all-night rager along the beach before or after the full moon with liquor sold by the bucket, dancing, and fire jumping; Holi in India, a two-day festival that is nothing but a paintball fight if you replaced the paintballs with colored flour that takes a week to wash off; La Tomatina in Spain, a massive food fight where your only ammunition is tomatoes; and of course the legendary three-day music festival Coachella in California. Those were just a few, there was a new country and a new party at least once per month, twice if she could get back to Thailand in time for the monthly Full Moon festival. Hell she spent Queen’s Day in Amsterdam, a massive party located in the center of the city which was closed off specifically for the party, before rushing back to Thailand for the Full Moon Party. That was by far the worst hangover of her life.

Max had made her way back to the US or the Electric Daisy Carnival, a three-day electronic music festival in Vegas, when things went sideways. She had been out of the game since before S.H.I.E.L.D. went down in the summer of 2014, so she wasn’t aware of the world-changing deal going on just behind the stage until it was too late. She recognized one of the men as he walked backstage, an old name in Hydra from an old Hydra family that focused their contribution on biochemistry, mostly drugs.

She was going to regret this; she knew that before she even made her decision.

Max slipped her way through the crowd and didn’t worry about blending in, she was barely 25 and with her long black hair with electric blue streaks on each side of her face and blended into her hair that fell into loose curls as soon as it reached her shoulders, the glow-in-the-dark bracelets she had picked up at the party, and the silver stud pierced into the tip of her left eyebrow certainly helped her fit in. The black eyeliner and mascara, the black rubber bracelets she wore in tandem with the glow-in-the-dark bracelets, denim shorts, maroon Ramones t-shirt that was big enough for her to roll the sleeves up a little, maroon and black plaid shirt she had wrapped around her waist, and old worn black combat boots certainly helped. Though, not nearly as much as the tattoo that ranged from her left hip to her left knee of a detailed black dream catcher adorned with three pairs of feathers and small light-blue beads.

She didn’t sneak through the halls, she picked an ID off of one of the poor saps working backstage and used that to follow before dropping it and snatching another one. She kept her head high, didn’t make any eye-contact, acted like a worker before she reached a dead end. She couldn’t go through the door to the meeting, it was clear that nobody else belonged in there, so she casually made her way to the nearest bathroom, locked herself into a stall, and checked the ceiling tiles. They were loose, she could climb up and sneak her way back to the meeting.

If only she had known the Avengers had set up surveillance and were waiting nearby for the time to make their own move. She silently moved one of the ceiling tiles to the side as she balanced on one of the supports before dropping down to land in the center of the table, crouched and balanced on her toes as she spread her arms to the sides and let electric blue and violet lightening danced down her arms and shot out of her hands to the men sitting at the heads of the table.

In an unmarked, cramped, and dim room across the hall Bucky and Steve were listening to the meeting and waiting for the right moment to strike.

Then they heard the screams.

“The hell?” Bucky voiced what they were both thinking as they burst out of the room they were hiding in and kicked down the door to the meeting room. All they saw were bodies lying around the room, all except one. A girl had the old Hydra member pinned against the wall and held in the air about two inches above the floor. She was standing two feet back, one hand bent at the elbow with the palm of her hand facing up, her pink lips turned in an angry pout as she looked down her nose at the man with angry violet eyes that only looked deeper against her pale skin.

“You know what I can do, I suggest you start talking before I decide I have no use for you,” she threatened.

“T-they approached us, I swear…I wasn’t even going to accept their offer but my supervisor-“

“Who is he?”

“I-I don’t know…I’m not allowed to know…”

“You’re not allowed to know? You knew my father was Hydra the entire time but you don’t know who your boss is?” Max was skeptical, but something like this wouldn’t be entirely unheard of.

“I-I swear!” he pleaded, “Please just let me go!”

“Let you go to torture more people and turn them into freaks with drug problems? Don’t think so,” Max snorted in response, closing her fist and causing multiple sickening cracks from inside the man’s body. He died, quickly but painfully, and fell to the ground with a heavy thump.

Someone was behind her, she turned around and-

“Let go of me!” Max snapped, “You’ll end up like-“

“Like them?” Steve countered, holding Max’s wrist behind her back with one hand as he kept another firm hand on her shoulder to hold her wrist between her shoulders, “Your little vacation is over, you’re coming back to the compound.”

“I thought being an Avenger was optional, what with the fighting armies of aliens and all. I didn’t realize it was a mandatory life-sentence to community service,” Max retorted. She acted cocky, but she didn’t exactly have a way out. Physically she had nothing compared to Steve, her powers would get her out of the hold easily but there was no way Steve would get away unscathed.

“That’s not why you’re coming back with me-“

“If you’re about to feed me some crap about it being _safer_ I’d like to point out I would have been perfectly safe if I had just had another drink and minded my own business, which is what I've _been_ doing since I blew the whistle on fucking _Hydra_.  I _think_ I'm okay."

“We have questions and you just interfered with the Avengers’ business. You’re under arrest until further notice. Buck, keep a close eye on her. She’ll toy with you and you’ll be waking up in a hospital two days later,” Steve warned as he forced Max to walk forward and out of the room as he kept a tight grip on her.

“Trust me, I know,” Bucky replied, leaving it at that. Steve would admit his curiosity was piqued, but now was certainly not the time. He had to bring Max back to the tower and that would take all of their concentration, there was no telling if Max was holding back because she considered him a friend or because she was waiting for a better opportunity.

Of course, while Bucky and Steve were focused on security and keeping Max contained as best as they could, their minds running a mile per minute, only one thought crossed Max’s mind.

_Looks like the party’s over…for now…_


	3. House Arrest

**Summary for the Chapter:**

> Max is brought back to the tower where the senior members of the Avengers decide what to do with her, they're the only ones that know her so they're the only ones that can make that decision.
> 
> Or so they thought...

# Chapter Three

### House Arrest

 

Max sat cross-legged on the couch in the communal area of Avengers Tower.  She looked around, observing the place, and she had to admit it was pretty cool.  If she was guaranteed some privacy she would have liked staying there between parties she was going to.  Of course, at least at the moment, she wasn’t given _any_ privacy.  The most senior members of the Avengers that had worked with Max as an Avenger, were somewhere else talking about what to do while the newbies, specifically Bucky, Sam, Vision, and Wanda were babysitting Max.

If this took much longer, Max was gonna’ bust out.  A frontal attack wouldn’t work, so she’d have to pretend she had to go to the bathroom before busting out a window.  Granted, she was near the top of a skyscraper but she _has_ jumped out of planes without a parachute.  Cushioning her fall with her powers hurt like a bitch, but it would do in a pinch.

“You were not given your powers by the stone, how _did_ you come to them?” Vision asked, referring to the Infinity Stone in his forehead that had given Wanda her powers.  Max just slouched in the couch so she could place her left foot against the edge of the coffee table and cross her arms.

“I watched too many Star Wars movies as a kid,” Max replied, refusing to talk about her sordid past.  She didn’t tell anyone she knew about her past, why would she talk about it with people, and androids, who didn’t?

“Oh good, attitude, that’s what we need,” Sam commented dryly as he leaned back in his seat, looking over to Bucky to say something but stopping, “Seriously?  _Now_?”

“Hey, if somebody else cleaned the guns I wouldn’t have to spend all damn day doing it myself,” Bucky snapped back, slipping the rack back onto the handgun he had been cleaning.

“We thought it would be good giving you something to do,” Sam shrugged, it was a half-assed excuse at best.  It's not like he could claim Bucky was the only one who knew how to take care of firearms, at least three of them had been in the army, Clint and Natasha were also trained assassins, and despite the fact that he never used guns that didn't mean Tony didn't know anything about them.  He used to  _design_ weapons for a living.  One would assume that, in order to make a gun that works, one would have to know how it works and how to care for one.

"That’s some great thought process there Feather Brain, piss off one of the most dangerous assassins in history then stick him alone in a room with weapons all day,” Max snorted, “You’re not the smart one are you?”

Wanda, sitting on the other end of the same couch Max was sitting on, giggled into the sleeve of her black sweater.  Sam shot Wanda a half-hearted glare for instigating Max and Bucky snatched the rag he’d been using and tossed it at Sam, a silent and lighthearted snap telling the other soldier to leave Wanda alone.  Like Steve, Bucky had a tendency to be overprotective of the girls, specifically Wanda.  Kid had been a victim of war and pulled into Hydra, given superhuman abilities, and made mistakes both for Hydra and not.  It was only natural, especially when she already reminded Bucky of his own little sister, Becca.

“Alright, children, behave.  We have decided what to do with our little latchkey girl,” Tony announced as the senior members of the team returned, “We have decided that she is grounded.”

“That didn’t keep me at home when I was a kid,” Max pointed out.

“Oh don’t worry, we thought about that,” Natasha replied, “That’s why Steve and Bucky are going to babysit you until we start getting some answers.”

“Well, you better be paying them well because they’re gonna’ be babysitting for a _while_.”

“Sorry kid, I tried to get babysitting duty but they said we’d go party and never come back,” Tony offered some sympathy.

“To be fair, they’re not entirely wrong, though I would like to point out we'd come back for the next party hosted here,” Max replied as she got up from her seat on the couch, “So if they’re my babysitters who am I rooming with?”

“There’s a spare room on our floor, you’ll be staying there when you’re not training,” Steve answered, sternly.  Poor guy had been assigned Max as his partner when he joined S.H.I.E.L.D., before Max blew the whistle on Hydra and took off.  Max had hoped that, considering the deal between the two of them and the fact that she did nothing but push Steve’s buttons, Steve wouldn’t have been mad.  At least not as mad and not for long.  Apparently she was wrong.

It’s not like she _wanted_ to take off, but she didn’t want to be caught in a war between herself and _all_ of Hydra either.  She hated to admit it, even to herself, but they had instilled such a hatred and anger that could only be the cause of one thing.

_Fear._

Max was going to grab her duffle bag and make her way to her new room when Steve grabbed her by the arm to stop her.

“You’re going to tell everyone why you took off, right now,” Steve ordered.

“Or what?  I’m grounded?  I’m not allowed out of my room without permission?” Max snorted.

“Exactly.”

He’d taken it harder than Max thought.

“Steve, let her go,” Bucky said as he stood up, “Give her time, she’ll talk.”

“Or run off again," Steve countered.

“No shit, her life _sucked_ ,” Bucky argued, “Hell _I_ felt bad for her back when I was still stuck in Hydra.”

“You knew each other?” Steve looked from the assassin to the girl and back, “How-“

“It’s not like we socialized, we were _weapons_.  We followed orders, we…” Bucky stopped and shook his head. 

The life he, _they_ , had lived before was hard to grasp for some people and Steve was one of them.  He still remembered the first time he met Max, the 10-year-old girl deemed to be the biggest thing to hit Hydra since the Red Skull was being trained intensively and forced to wear a metal collar around her neck to keep her from using her powers and shock her into submission if needed.  He hated training the kid, every time he hated it and no matter how many times they wiped him and forced him to comply there was still this nagging in the back of his mind that told him it was wrong.

Steve’s grip on Max’s arm disappeared as he let out a heavy sigh.

"We’ll talk, later.”

“Yeah, I know tough guy.  Your turn to bring food.  I’m feeling Chinese.”


	4. Secrets Shared

# Chapter Four

### Secrets Shared

 

The room wasn’t that bad.  Spacious, a king bed with an oak headboard and a floor-to-ceiling window on the outside wall, an oak dresser and a small oak table by the window where Max could set up her laptop.  The color scheme was bland, off-white walls, a tan carpet and white blankets and pillows on the bed.  She’d have to see if she could get some better chairs for the table, maybe move it to the side and make room for a chaise lounge.  Of course, that was assuming she’d be staying long.

Max tossed her olive-drab duffle bag onto the bed and started pulling out her clothes, snatching some clean clothes and her shower necessities before making her way to the bathroom connected to her bedroom.  It had a similar color scheme, white with a pale salmon color, and Max hated it.  If she was going to be staying for a while that was going to have to change.  Right now she just wanted to take a shower, wash the glitter from the Electric Daisy Carnival out of her hair and wash the day out of her mind.

When she left the bathroom, wrapped in one white towel as she dried her hair with the other, she found Bucky sitting at the table waiting for her.

“I figured at least one of you would be here,” Max admitted as she finished drying her black hair with two blue streaks.

“Steve went out to get Chinese,” Bucky explained, “Gives us a few minutes to talk.”

“Look, thanks for…I’m not even sure where to start explaining…I still don’t think I want to,” Max’s gaze turned to look off to the side as she rubbed her neck.  It was something she did more often than not, something to give her a sense of comfort that the collar wasn’t there.  That she was free.  Bucky had a similar tick, rubbing the flesh connected to the metal of his shoulder and arm.  Bucky just nodded in response, nothing else needed to be said.

Max slipped on her panties before dropping her towel to put on her bra.  It wasn’t the first time Bucky had seen her naked and after growing up with 24/7 supervision, strange men watching as she got changed and showered, changing in front of someone she felt safe with wasn’t concerning.

“You got another tattoo,” Bucky observed when he saw Max’s right side bare and noticed the two large, blue and violet, orchids tattooed on her side, covering from just under her breast down to her hips.

“Yeah, I…”

“Covering up the scar.”

“Yeah…” Max replied, pulling her black and red _The Pretty Reckless_ t-shirt over her head.  God she missed the party, she alcohol, the escape.  She wanted nothing more than to run.  Bucky stood with a heavy sigh and walked over to Max to pull her into a one-armed embrace, pulling her against his right side and chest.  When Max grew older, she and the Winter Soldier grew closer and closer, a budding tension between them eventually snapping after a particularly long assignment.

_"Our pickup won’t be here for another 30 hours,” Max said as she tossed the phone onto the one bed in the rundown motel room they were staying in for the duration of the assassination.  She unzipped her black sleeveless cat suit that covered down to her ankle on her left leg and down to cover her hip on her right before pulling it off, followed by pulling off her black fingerless gloves that covered up to her biceps.  After stepping out of her knee high black boots and pulling off the mid-thigh high legging on her right leg, she pulled out the black band keeping her hair in a messy bun and made her way to the bathroom for a shower._

_After making sure their gear was secure, the soldier nodded, stripping his vest and black shirt and tossing them onto the pile of clothes.  He made his way to the bathroom, the shower was already running as he kicked his boots off and shed the rest of his clothes.  The girl was already in the shower but that didn’t stop him, they only had access to group showers in the facility in Siberia and the two had showered together before._

_This time was different, nobody was watching them and something in both of them snapped as Max turned around after trying to wash off the black grease around her eyes.  There was still the faintest hint of grease, but one more wash would take care of it.  She looked up at him with big violet eyes and her pink lips in a small pout, the hot water running down her pale skin and curved dancers figure, touching upon the scars on her form._

_Max pulled the soldier down, holding his face and being sure to avoid touching his neck-Max herself didn’t like people gripping her neck-for a passionate kiss he returned as he grabbed her by the back of her thighs and picked her up.  Max wrapped her legs around the soldier’s waist as he pinned her against the wall.  It was rough, it was hard, there was no real foreplay.  Just enough touching to make sure they were both ready, there was no way in hell he’d be able to fit if she was dry._

_Max groaned and threw her head back, her fingernails scratching at the soldier’s back and shoulders.  He was long, thick, and felt deliriously heavy inside her.  They really made him super didn’t they?_

_He was fast, hard, rough, biting at Max’s collarbone, shoulders, and jaw as his tight grip on the backs of her upper thighs left light bruises.  Max was loud and while the soldier wasn’t nearly as loud as her, the grunts, groans, and especially those damn growls from somewhere deep in his chest only set her off more.  Just before white filled her vision, she tugged the soldier’s lips away from her collarbone and smashed her lips against his in a kiss that was all teeth and tongue, groaning into the kiss as her orgasm hit and she clenched down around him.  He followed quickly after, Max felt him groaning into the kiss._

_He put her down, helping her steady herself against his chest, and-_

“Hey, you’re daydreaming again.  You smuggle baked goods in here?” Bucky teased.

“No, just thinking, and tired.  I’ll be fine, and let’s keep us hooking up-“

“Already planned on it.  They’re getting pissy enough that we’ve met before, no-strings attached or not them finding out won’t end well,” Bucky agreed, leaning down to place a kiss on Max’s head before pulling away, “It’ll be alright.”

Max didn’t want to reply; she didn’t want to say what she was really thinking.  She just nodded silently, and Bucky knew that Max wasn’t sure it would all work out.  To be honest neither was he…

And he didn’t even know the entire story.


	5. Torturous Memories

**Summary for the Chapter:**

> She spoke with Bucky, made her peace, now she had to find a way to make peace with Steve.
> 
> It worked out, but the road was more than just bumpy now that it required remembering things that shook the normally unflappable superhuman.

**Notes for the Chapter:**

> TRIGGER WARNING!!! Graphic description of torture, and I didn't mention a specific age but Max was young at the time this particular memory took place. Just wanted to warn you guys, even though it is mentioned in a tag and there is a graphic violence warning. 
> 
> You can never be too safe with warnings.

# Chapter Five

### Torturous Memories

 

Bucky was closing the door to Max’s room behind him just as Steve approached the door.  Steve hadn’t expected that and Bucky had been hoping to avoid it.

“Hey…” Steve greeted, not sure what to think as he held a 12-pack of beer and a massive bag of Chinese food.

“Hey, I was just making sure she was settling in alright and knew where everything was,” Bucky replied, casually, “You gonna’ train with us?”

“No, sorry, something came up,” Steve replied, “Maybe tomorrow.”

“Alright, see ya.”

“See ya,” Steve replied before knocking on the door.  Max ran over, quickly putting on a pair of sweats before answering the door.

“Hey, you brought beer too?  You planning on getting me drunk?” Max teased as she stepped aside to let the super soldier in.  He pulled one of the chairs by the small table closer to the bed and placed the food and beer on it as Max hopped onto the bed and sat back against the headboard.  Steve kicked off his shoes and sat next to her, handing her a beer, a box of beef lo-mien, and a pair of chopsticks.

“You seem awfully calm,” Max observed as she crossed her legs to place the box in her lap and open it, leaving the beer on the bedside table for the moment.

“I’m not,” Steve replied, “I’m angry you left without a word, I’m hurt you didn’t feel safe enough to tell me, most of all I’m…I’m worried about you.”

“Worried about me?  Hydra’s got bigger things to worry about now, they couldn’t find me before and they’re not gonna attack Avengers Tower to get to me, I’m perfectly safe,” Max replied as she sifted through the bedside table for the remote to the TV.

“F.R.I.D.A.Y. bring up Netflix,” Steve said before returning to the main topic at hand as the hidden screen in the wall across from the bed turned on and brought up Netflix, “Max I never even knew you were in Hydra until Fury said you blew the whistle.  He didn’t even know, and now I find out things were bad enough even Bucky knew it was bad when he was under their control.  I just want to know…I want to help.”

“First off, not sure how I feel about you teaching me how to use new tech.  Second, I know you wanna’ help but…I don’t…I don’t like talking about it…it’s gonna take time at least.”

“Is there anything?”

Max nodded slowly, “My father wasn’t really my father.  He found out about my powers when I was two, killed my family and took me in to raise me as Hydra’s next big weapon.  They started training me when I was five, I think, then they decided my powers weren’t strong enough so…” Max stopped, her violet eyes glassing over as she hung her head, her dark hair blocking view of her face.

_Max screamed as she tried to struggle against the restraints.  The collar around her neck kept her from using her powers to escape and she had no idea what chemicals they were pumping into her body.  It was excruciating, it was like she was simultaneously being burned and electrocuted from the inside out, and she had begun coughing up blood as the drugs being pumped into her system changed her in unpredictable ways._

_She didn’t know how long she was strapped to that table, hours, days, weeks, she would black out from the pain then wake up again after it passed only for it to start again.  She was fairly certain she had seized more than once; it would explain the mouth guard they gave her long after they started.  Then, just when she thought things couldn’t get worse, they got so much worse._

_They must have cut her open when she was unconscious because she remembered waking up as they poked around inside her, an incision in her right side spanning from her hip to just under her chest.  She screamed and struggled to stay still as they poked and stabbed at her, pumping even more chemicals directly into her organs now.  She passed out again soon after._

_They weren’t done with her yet, either.  After waiting for the incision to heal enough that her stitches wouldn't pop open easily, they-_

Max shot up from the bed and rushed into the bathroom, Steve followed her only to find her retching over the toilet.  He walked over to her and gently combed his hands through her hair to hold it back as he knelt behind her, leaning his forehead against her back as he gently rubbed her side.

That’s right, she wasn’t there anymore.  She was out, she was safe.  She just had to focus on anything else, any other memory, just one, anything.  The first memory that crossed her mind.

_Max and Steve had been spending every day with each other for the past nine months, as per Fury who had assigned them as partners.  Despite Max poking at his nerves, they had grown close, it was only to be expected after literally spending every day with each other.  Max was forcing Steve into a Star Wars marathon, after finding out he had yet to watch any of them, and as they relaxed with pizza and beer after a long day of training they started talking about just about everything._

_"So, there’s seriously nobody?” Max had to ask, “That’s just so weird.”_

_"I just stopped looking after a while,” Steve admitted, “Nobody really has shared life experience and the job has taken over my life.”_

_"So, you’re basically accepting dying a virgin in the body of a Greek God.”_

_"I didn’t say that,” Steve countered, “I just, every girl I come across is looking for more or too star-struck for me to feel comfortable.”_

_"You should have asked me to hook you up, I’m the master at finding fuck-buddies,” Max pointed out._

_"Can we not call it that?” Steve groaned, “How do you find someone to-”_

_"If you say ‘fondue’ I’m shocking you in the ass,” Max interrupted before she took a swig of her beer._

_"Alright, fine, I won’t.  But seriously, how?”_

_“I just come across them I guess,” Max shrugged, “Never went out of my way to look for them.  That just ruins the ‘casual’ in ‘casual sex.’”_

_Steve nodded, not sure how he was going to breech the topic on his mind, “W-would you…if not it’s fine but-“_

_"Are you asking me to have loveless sex with you?  Because if you are the answer’s yes, I’m on the pill, I’ve got nothing, and you can’t even catch a damn cold and you’re a virgin so you obviously don’t have anything, and I only have no-strings attached sex.”_

_That ruined the mood, then again there wasn’t really a mood to begin with.  There was just the forming hard-on that Steve had been fighting since they were training at the gym, when he had Max pinned down and she wrapped her legs around his waist to flip the two of them over and sit right over his manhood and squirm around as she struggled to keep him down.  He wasn’t going to lie, yes Max wasn’t anything like the women in the 40’s or the kind of girl Steve thought he’d find attractive, but he did.  He thought she was beautiful._

_Her rough edge, even the piercing in her eyebrow, it all suited her and made it even more meaningful if she let you see the soft side of her.  The blue streaks tucked into the strands of black hair framing her face added to the mystical appearance her violet eyes gave her.  Even the tattoo on her leg, which he recognized as the picture of a dream-catcher she had asked him to draw for her, something that gave Steve a sense of pride._

_She was a spunky, tough girl with an unflappable nature and a kindhearted and well-meaning core that barely anyone got to see and a love of fun, art, music, and celebration that was, quite honestly, refreshing in a career so full of violence, darkness, and danger._

_Steve reached over and pulled the small woman into his lap, ignoring the fact that Max had dropped her beer onto the ground in order to clutch at the soft fabric covering Steve’s shoulder as she ran her other hand through his soft blonde hair.  Steve held the underside of Max’s knees as he picked her up and carried her into his bedroom, kicking the door shut behind him.  Max let out a light squeak when Steve gently tossed Max back onto the bed before pouncing down over her.  It was slow, long, sweet, even as they pulled off their T-Shirts and Steve tugged off his jeans and Max slipped out of her shorts._

_Steve was shy, understandable all things considered, and very sweet.  Max had to coach him a little as he rubbed her clit with the heel of his palm and pumped his finger in and out before adding a second finger.  He didn’t need any coaching as he kissed his way down to her breasts.  Max pulled him up for another kiss, slinging her right leg around Steve’s waist and planning on flipping the two of them over to return the_ many _favors he’d been giving her.  For a newbie he was pretty good._

_Steve stopped her, placing his hand on her hip and pushing her back down, though he did give her another kiss._

_"Not this time.”_

_“This time?  I like the sound of that,” Max smirked before she felt the head of what she would forever call the ‘Not-So-Little Captain’ pushing at the entrance to her core.  She but her bottom lip and moaned in a way that was absolutely sinful and it only got better as Steve pushed farther into Max’s hot, wet core._

_One thought briefly crossed Max’s mind, and that was between the Winter Soldier and Steve, super soldiers had ruined sex with regular human men for Max.  As slow and sweet as it started, it didn’t stay that way as Steve picked up speed and held Max’s hands by her head as he kissed her deeply as Max wrapped her legs around his waist to bring them closer together as Steve rode out his orgasm and brought Max to hers only seconds later._

Max’s stomach finally settled and she felt Steve gently pulling her up so she could go over to the sink and brush her teeth and splash some cold water on her face.  He hadn’t seen Max react so violently to _anything_ , not even when she was eaten by an Chitauri flying whale and had to blow the thing up from the inside out.  She wasn’t even shaken, so whatever she was remembering…

“I’m sorry, I’m so sorry,” he apologized and kissed her head, “Come on, you need some sleep.”

Max just nodded and let the blonde super soldier tuck her into bed, not paying attention to whether he stayed or left.


End file.
